In the u.s. Bankruptcy Court for the district of delaware, The Debtor is seeking an order authorizing and approving the appointment of a claims and noticing agent. The Debtor relies upon and incorporates by reference the Declaration of Paul H. Deutch in support of the Debtor's Application. Rust Consulting / Omni Bankruptcy ("Rust Omni") is the debtor's claims agent.
In the u.s. Bankruptcy Court for the district of delaware, The Debtor is seeking an order authorizing and approving the appointment of a claims and noticing agent. The Debtor relies upon and incorporates by reference the Declaration of Paul H. Deutch in support of the Debtor's Application. Rust Consulting / Omni Bankruptcy ("Rust Omni") is the debtor's claims agent.
In the u.s. Bankruptcy Court for the district of delaware, The Debtor is seeking an order authorizing and approving the appointment of a claims and noticing agent. The Debtor relies upon and incorporates by reference the Declaration of Paul H. Deutch in support of the Debtor's Application. Rust Consulting / Omni Bankruptcy ("Rust Omni") is the debtor's claims agent.
FOR THE DISTRICT OF DELAWARE Chapter 11 Cordillera Golf Club, LLC, 1 dba The Club at Cordillera Case No. 12-11893 ('-----') Debtor. DEBTOR'S APPLICATION FOR AN ORDER AUTHORIZING AND APPROVING THE APPOINTMENT OF RUST CONSUL TING/OMNI BANKRUPTCY AS CLAIMS AND NOTICING AGENT PURSUANT TO 28 U.S.C. 156(c), SECTION lOS(a) OF THE BANKRUPTCY CODE, AND LOCAL RULE 2002-l(f) Cordillera Golf Club, LLC, the debtor and debtor in possession in the above- captioned case (the "Debtor"), by and through its proposed undersigned counsel, hereby submits this application (the "Application") to the Court for entry of an order pursuant to section 156( c) oftitle 28 ofthe United States Code and section 105(a) oftitle 11 of the United States Code, 11 U.S.C. 101-1532 (the "Bankruptcy Code"), appointing Rust Consulting/Omni Bankruptcy ("Rust Omni") as claims and noticing agent in the Debtor's case. The facts and circumstances supporting this Application are set forth in the concurrently filed Declaration of DanielL. Fitchett in Support of Chapter 11 Petitions and First Day Relief (the "First Day Declaration"). In further support of this Application, the Debtor relies upon and incorporates by reference the Declaration of Paul H. Deutch in Support of the Debtor's Application for an Order Appointing Rust Consulting/Omni Bankruptcy as Claims and Noticing Agent Pursuant to 28 U.S.C. 156(c), Section 105(a) ofthe Bankruptcy Code, and Local Rule 2002-1(), attached hereto as Exhibit A (the "Deutch Declaration"), and respectfully states as follows: 1 The Debtor in this chapter 11 case, and the last four digits of its employer tax identification number, is: XX- XXX1317. The corporate headquarters address for the Debtor is 97 Main Street, Suite E202, Edwards, CO 81632. 01:12213634.3 JURISDICTION AND VENUE 1. The Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the District of Delaware, dated as of February 29, 2012. This is a core proceeding pursuant to 28 U.S.C. 157(b)(2), and the Court may enter a final order consistent with Article III of the United States Constitution. Venue is proper in this Court pursuant to 28 U.S.C. 1408 and 1409. The statutory and legal predicates for the relief sought herein are 28 U.S.C. 156(c), section 105 ofthe Bankruptcy Code, and Rule 2002-1(f) of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the "Local Rules"). BACKGROUND 2. On June 26, 2012 (the "Petition Date"), the Debtor filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code. Concurrently with this Motion, the Debtor has also filed motions or applications seeking certain "first day" relief. 3. The Debtor has continued in possession of its properties and has continued to operate and maintain its business as a debtor in possession pursuant to sections 1107(a) and 1108 ofthe Bankruptcy Code. 4. No request has been made for the appointment of a trustee or examiner and no official committee has been established in this case. 5. Additional information about the Debtor's business and the events leading up to the Petition Date can be found in the First Day Affidavit, which is incorporated herein by reference. 2 01:12213634.3 RELIEF REQUESTED 6. By this Application, pursuant to 28 U.S.C. 156(c), section 105(a) of the Bankruptcy Code, and Local Rule 2002-1 (f), the Debtor respectfully requests the entry of an order appointing Rust Omni as its claims and noticing agent for the Court (the "Claims and Noticing Agent") in this chapter 11 case, nunc pro tunc to the Petition Date and pursuant to the terms of the Engagement Agreement annexed hereto as Exhibit B (the "Engagement Agreement"). 7. Prior to selecting Rust Omni to act as the Claims and Noticing Agent, the Debtor obtained and reviewed engagement proposals from at least two other court-approved claims and noticing agents to ensure selection from a competitive process. The Debtor submits, based on the three engagement proposals obtained and reviewed, that Rust Omni's rates are competitive and reasonable given Rust Omni's quality of service and expertise. Accordingly, the Debtor's selection of Rust Omni as the Claims and Noticing Agent satisfies the Court's Protocol for the Employment of Claims and Noticing Agents Under 28 US. C. 156(c), dated February 1, 2012. BASIS FOR RELIEF REQUESTED 8. Pursuant to 28 U.S.C. 156(c), which governs the staffing and expenses of the Court, this Court is authorized to utilize facilities other than those of the Office of the Clerk of the Court (the "Clerk's Office") for the administration of bankruptcy cases. It provides, in relevant part, that: [a ]ny court may utilize facilities or services, either on or off the court's premises, which pertain to the provision of notices, dockets, calendars, and other administrative information to parties in cases filed under the provisions of title 11, United States Code, where the costs of such facilities or services are paid for out of the assets of the estates and are not charged to the United States. 28 U.S.C. 156(c). 3 01:12213634.3 9. Rule 2002 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules") generally regulates what notices must be provided to creditors and other parties in interest in bankruptcy cases. Specifically, Bankruptcy Rule 2002() provides that"[ s ]orne other person, as the court may direct shall give the debtor, all creditors, and indenture trustees" notice of various matters. Fed. R. Bankr. P. 2002(). Local Rule 2002-1() provides, in relevant part, that: [u]pon motion of the debtor or trustee, at any time without notice or hearing, the Court may authorize the retention of a notice and/or claims clerk under 28 U.S.C. 156(c). Del. Bankr. L.R. 2002-1(). Further, unless the Court orders otherwise, Local Rule 2002-1() requires in all cases with more than 200 creditors that the debtor file a motion to retain a noticing agent on the first day of the case or within ten days thereafter. This rule also specifies the functions the claims agent is to perform and provides that the Court may authorize the retention of a claims agent at any time without notice or hearing, upon motion by the debtor. 10. Although the Debtor has yet to file its schedules of assets and liabilities, it anticipates that there will be in excess of 5,000 entities to be noticed. In view of the number of anticipated claimants and the complexity of the Debtor's business, the Debtor submits that the appointment of a claims and noticing agent is both necessary and in the best interests of the Debtor's estate and its creditors. RUST OMNI'S QUALIFICATIONS 11. Rust Omni has acted as the claims and noticing agent in numerous cases of comparable size, including several cases currently pending in this district and others. See, e.g., In re Allied Sys. Holdings, Inc., Case No. 12-11654 (Bankr D. Del. June 6, 2012); In re Perkins & Marie Callender's Inc., Case No. 11-11795 (Bankr. D. Del. June 14, 2011); In re Innkeepers USA Trust, Case No. 10-13800 (Bankr. S.D.N.Y. July 19, 2010); In re AGT Crunch 4 01:12213634.3 Acquisition, LLC, Case No. 09-12889 (Bankr. S.D.N.Y., May 6, 2009); In re Pacific Energy Res., Ltd., Case No. 09-10785 (Bankr. D. Del. Mar. 10, 2009); In re Estate Fin. Mortgage Fund LLC, Case No. 08-11535 (Bankr. C.D. Cal. Oct. 8, 2008); In re Mervyn's Holdings, LLC, et al., Case No. 08-11586 (Bankr. D. Del. July 29, 2008); In re ComUnity Lending, Inc., Case No. 08- 50030 (Bankr. N.D. Cal. Jan. 22, 2008); In re Refco Commodity Mgmt., Inc., Case No. 06-12436 (Bankr. S.D.N.Y. Nov. 15, 2006); In re Owens Corning Sales, LLC, Case No. 00-3837 (Bankr. D. Del. Oct. 5, 2000). 12. The Debtor believes that the retention of Rust Ornni as the Claims and Noticing Agent in this chapter 11 case will expedite service of Bankruptcy Rule 2002 notices, streamline the claims administration process, and permit the Debtor to focus on its reorganization efforts. Accordingly, the Debtor's estate, and especially its creditors, will benefit as a result of Rust Omni's experience and cost-effective methods. SCOPE OF RETENTION 13. This Application pertains only to the work to be performed by Rust Omni under the Clerk's delegation of duties permitted by 28 U.S.C. 156( c) and Local Rule 2002-1 (f). By separate application, the Debtor will seek authority pursuant to section 327(a) of the Bankruptcy Court to retain and employ Rust Omni to provide additional administrative services. 14. Subject to further order of this Court, by this Application, the Debtor seeks to retain and employ Rust Omni to provide, among other things, the following notice and claims agent services, if and to the extent requested (the "Claims and Noticing Services"): 01:12213634.3 (a) prepare and serve required notices in the Debtor's chapter 11 case, which may include: (i) notice ofthe commencement ofthe Debtor's chapter 11 case and the initial meeting of creditors pursuant to section 341 (a) of the Bankruptcy Code; (ii) notice of the claims bar date, if any; 5 01:12213634.3 (iii) notice of objections to claims; (iv) notice of any hearings on a disclosure statement and confirmation of a plan of reorganization; (v) notice of transfers of claims; (vi) notice of any motion to convert, dismiss, appoint a trustee, or appoint an examiner filed by the Office of the United States Trustee for the District of Delaware (the "U.S. Trustee"); and (v) other miscellaneous notices to any entities, as the Debtor may deem necessary or appropriate for an orderly administration of the Debtor's chapter 11 case; (b) maintain an official copy of the Debtor's schedules of assets and liabilities and statement of financial affairs (collectively, "Schedules"), listing the Debtor's known creditors and the amounts owed thereto; (c) maintain: (i) a list of all potential creditors, equity security holders, and other parties-in-interest; and (ii) a "core" mailing list consisting of all parties described in sections 2002(i), G), and (k) and those parties that have filed a notice of appearance pursuant to Bankruptcy Rule 9010; update said lists and make said lists available upon request by a party-in- interest or the Clerk; (d) furnish a notice to all potential creditors of the last date for the filing of proofs of claim and a form for the filing proofs of claim, after such notice and form are approved by this Court, and notify said potential creditors of the existence, amount and classification of their respective claims as set forth in the Schedules, which may be affected by inclusion of such information (or the lack thereof, in cases where the Schedules indicate no debt due to the subject party) on a customized proof of claim form provided to potential creditors; (e) maintain a post office box or address for the purpose of receiving claims and returned mail, and process all mail received; (f) for all notices, motions, orders, or other pleadings or documents served, prepare and file or cause to be filed with the Clerk an affidavit or certificate of service within seven (7) business days of service which includes (i) either a copy of the notice served or the docket number(s) and title(s) of the pleading(s) served, (ii) a list of persons to whom it was mailed (in alphabetical order) with their addresses, (iii) the manner of service, and (iv) the date served; (g) process all proofs of claim received, including those received by the Clerk's Office, and check said processing for accuracy, and maintain the original proofs of claim in a secure area; (h) maintain the official claims register for the Debtor (the "Claims Register") 6 01:12213634.3 on behalf of the Clerk; upon the Clerk's request, provide the Clerk with a certified, duplicate unofficial Claims Register; and specify in the Claims Register the following information for each claim docketed (i) the claim number assigned, (ii) the date received, (iii) the name and address of the claimant and agent, if applicable, who filed the claim, (iv) the amount asserted, (v) the asserted classification(s) ofthe claim (e.g., secured, unsecured, priority, etc.), and (vi) any disposition of the claim; (i) implement necessary security measures to ensure the completeness and integrity of the Claims Register and the safekeeping of the original claims; G) allow public access to claims and the Claims Register at no charge; (k) maintain an up-to-date mailing list for all creditors and entities that have filed a proofs of claim or interest and/ or request for notices in the chapter 11 case and provide such list to the Court or any interested party upon request (within forty-eight (48) hours); (1) record all transfers of claims and provide any notices of such transfers as required by Bankruptcy Rule 3001(e); (m) relocate, by messenger or overnight delivery, all of the court-filed proofs of claim to the officers of the Claims and Noticing Agent, not less than weekly; (n) upon completion of the docketing process for all claims received to date for each case, tum over to the Clerk a copy of the Claims Register for the Clerk's review (upon the Clerk's request); ( o) monitor the Court's docket for all notices of appearance, address changes, and claims-related pleadings and orders filed and make necessary notations on and/or changes to the Claims Register; (p) assist in the dissemination of information to the public and respond to requests for administrative information regarding the case as directed by the Debtor or the Court, including through the use of a case website and/or call center; ( q) if the case is converted to chapter 7, contact the Clerk's Office within three (3) days of the notice to Claims and Noticing Agent of entry of an order converting the case; (r) thirty (30) days prior to the close of the chapter 11 case, to the extent practicable, request that the Debtor submit to the Court a proposed order dismissing the Claims and Noticing Agent and terminating the services of such agent upon completion of its duties and responsibilities and upon the closing of this case; ( s) within seven (7) days of notice to the Claims and Noticing Agent of entry 7 of an order closing the chapter 11 case, provide to the Court the final version of the Claims Register as of the date immediately before the close ofthe case; (t) at the close of this case, box and transport all original documents, in proper format, as provided by the Clerk's Office, to (i) the Federal Archives Administration, located at Central Plains Region, 200 Space Center Drive, Lee's Summit, MO 64064 or (ii) any other location requested by the Clerk's Office; and (u) comply with applicable federal, state, municipal, and local statutes, ordinances, rules, regulations, orders, and other requirements. RUST OMNI'S DISINTERESTEDNESS 15. The Debtor has many creditors, and accordingly, Rust Ornni may have rendered and may continue to render services to certain of these creditors. Rust Omni has not and will not represent the separate interests of any such creditor in this case. Additionally, Rust Ornni employees may, in the ordinary course of their personal affairs, have relationships with certain creditors of the Debtor. Except as may be disclosed in the Deutch Declaration, Rust Omni has represented that it neither holds nor represents any interest adverse to the Debtor's estate in connection with any matter on which it would be employed and that it is a "disinterested person," as referenced in section 327(a) of the Bankruptcy Code and as defined in section 101(14) ofthe Bankruptcy Code, as modified by section 1107(b). 16. Rust Ornni will conduct an ongoing review of its files to ensure that no conflicts or other disqualifYing circumstances exist or arise. If any new facts or relationships are discovered, Rust Ornni will supplement its disclosure to the Court. 17. In connection with its retention as the Claims and Noticing Agent, Rust Omni represents, among other things, that: 01:12213634.3 (a) Rust Ornni will not consider itself employed by the United States government and shall not seek any compensation from the United States government in its capacity as the Claims and Noticing Agent in the chapter 11 case; 8 (b) by accepting employment in the chapter 11 case, Rust Omni waives any rights to receive compensation from the United States government in its capacity as the Claims and Noticing Agent in the chapter 11 case; (c) in its capacity as the Claims and Noticing Agent in this chapter 11 case, Rust Omni will not be an agent of the United States and will not act on behalf of the United States; (d) Rust Omni will not employ any past or present employees of the Debtor in connection with its work as the Claims and Noticing Agent in the chapter 11 case; (e) in its capacity as the Claims and Noticing Agent in the chapter 11 case, Rust Omni will not intentionally misrepresent any fact to any person; (f) Rust Omni shall be under the supervision and control of the Clerk's Office with respect to the receipt and recordation of claims and claim transfers; and (g) none of the services provided by Rust Omni as the Claims and Noticing Agent in the chapter 11 case shall be at the expense of the Clerk's Office. TERMS OF RETENTION 18. The Debtor proposes to retain Rust Omni at the rates and under the terms set forth in the Engagement Agreement. The Debtor believes these rates and terms are consistent with the market for comparable services. Compensation for Rust Omni's services as Claims and Noticing Agent will be paid from the Debtor's estate in the ordinary course of business without further application to this Court as provided by 28 U.S.C. 156(c) and section 503(b)(1)(A) of the Bankruptcy Code. Rust Omni will maintain records of all services showing dates, categories of services, fees charged, and expenses incurred and will serve monthly invoices for services rendered by Rust Omni in its capacity as the Claims and Noticing Agent on the Debtor, the U.S. Trustee, counsel for the Debtor, counsel for any official committee appointed in this case, and any party who specifically requests service of the monthly invoices. If any dispute arises relating to the Engagement Agreement or monthly invoices, the parties shall meet and confer in an attempt to resolve the dispute. If resolution is not achieved, the parties may seek resolution of the matter by the Court. 9 01:12213634.3 19. Prior to the Petition Date, the Debtor provided Rust Omni a retainer in the amount of $15,000. Rust Omni may apply its retainer to all prepetition invoices, which retainer shall be replenished to the original retainer amount, and thereafter, Rust Omni may hold its retainer under the Engagement Agreement during the chapter 11 case as security for the payment of fees and expenses incurred under the Engagement Agreement. 20. If Rust Omni's services are terminated, Rust Omni shall perform its duties until a complete transition with the Clerk's Office or any successor claims and noticing agent occurs, provided, however, that the provision of such transition services shall be subject to the terms of the Engagement Agreement, including with respect to payment. 21. Rust Omni shall perform the duties within the scope of its appointment under 28 U.S.C. 156(c) regardless of whether Rust Omni has received payment in accordance with the Engagement Agreement. To the extent Rust Omni requires redress for non-payment of its fees and expenses, it will seek relief from the Court. 22. Rust Omni will comply with all requests of the Clerk's Office and the guidelines promulgated by the Judicial Conference of the United States for the implementation of28 U.S.C. 156(c). 23. This Application complies with the Court's Protocol for the Employment of Claims and Noticing Agents under 28 US. C. 156(c) and conforms to the standard Application in use in this Court. 24. For the foregoing reasons, the Debtor believes that granting the relief requested herein is appropriate and in the best interests of its estate and creditors. 25. The Debtor further submits that because the reliefrequested in this Application is necessary to avoid immediate and irreparable harm to the Debtor, for the reasons set forth herein, Bankruptcy Rule 6003 has been satisfied. 10 01:12213634.3 NOTICE 26. Notice of this Application has been provided to: (i) the Office of the United States Trustee; (ii) the United States Securities and Exchange Commission; (iii) the Office of the United States Attorney for the District of Delaware; (iv) the Internal Revenue Service; (v) the Debtor's twenty (20) largest unsecured creditors; (vi) the Debtor's cash management banks, (vii) counsel to prepetition secured lenders, and (viii) counsel to proposed post-petition secured lender. Notice of this Application and any order entered hereon will be served in accordance with Local Rule 9013-l(m). In light of the nature of the relief requested herein, the Debtor submits that no other or further notice is necessary. NO PRIOR REQUEST 27. The Debtor has not previously sought the relief requested herein from this or any other Court. 11 01:12213634.3 WHEREFORE, the Debtor respectfully seeks entry of an order, in the form annexed hereto as Exhibit C, authorizing Rust Omni to act as the Claims and Noticing Agent for the maintenance and processing of claims and the distribution of notices. Dated: June 26, 2012 01:12213634.3 CORDILLERA GOLF CLUB, LLC Is/ Daniel L. Fitchett Jr. Daniel L. Fitchett, Jr. ChiefExecutive Officer On Behalf of the Debtor and Debtor in Possession 12 EXHIBIT A Deutch Declaration 01:12213634.3 In re: IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE Chapter 11 Cordillera Golf Club, LLC, 1 dba The Club at Cordillera Case No. 12-11893 ( ~ _ ~ ) Debtor. DECLARATION OF PAUL H. DEUTCH IN SUPPORT OF DEBTOR'S APPLICATION FOR AN ORDER AUTHORIZING AND APPROVING THE APPOINTMENT OF RUST CONSULTING/OMNI BANKRUPTCY AS CLAIMS AND NOTICING AGENT PURSUANT TO 28 U.S.C. 156(c), SECTION lOS(a) OF THE BANKRUPTCY CODE, AND LOCAL RULE 2002-1(0 I, Paul H. Deutch, hereby state and declare as follows: 1. I am an Executive Managing Director of Rust Consulting/Omni Bankruptcy ("Rust Omni"), whose offices are located at 1120 Avenue ofthe America's, 4th Floor, New York, NY 10036. The matters set forth herein are made of my own personal knowledge and, if called and sworn as a witness, I could and would testify competently thereto. 2 2. I am duly authorized to make this Declaration (the "Declaration") on behalf of Rust Omni. I submit this Declaration in support of the Debtor's Application for an Order Authorizing and Approving the Appointment of Rust Consulting/Omni Bankruptcy as Claims and Noticing Agent Pursuant to 28 U.S.C. 156(c), section 105(a) of title 11 of the United States Code, 11 U.S.C. 101-1532 (the "Bankruptcy Code"), and Rule 2002-1(f) of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the "Local Rules"), appointing Rust Consulting/Omni Bankruptcy to act as an official 1 The Debtor in this chapter 11 case, and the last four digits of its employer tax identification number, is: XX- XXX1317. The corporate headquarters address for the Debtor is 97 Main Street, Suite E202, Edwards, CO 81632. 2 Certain of the disclosures herein relate to matters within the knowledge of other professionals at Rust Omni and are based on information provided by them. 01:12213634.3 claims and noticing agent of the Court (the "Application") 1 , effective as of the Petition Date and on terms and conditions set forth in the Debtor's Engagement Agreement with Rust Omni attached to the Application as Exhibit B. 3. As agent and custodian of the Court records pursuant to 28 U.S.C. 156(c), Rust Omni will perform, at the request of the Office of the Clerk of the Court (the "Clerk's Office"), the Noticing and Claims Services specified in the Application. In addition, at the Debtor's request, Rust Omni will perform such other noticing, claims, administrative, technical, and support services specified in the Application and the Engagement Agreement. 4. Rust Omni is one of the country's leading chapter 11 administrators, with experience in noticing, claims administration, solicitation, balloting, and facilitating other administrative aspects of chapter 11 cases. Rust Omni has provided administrative services and has acted as the claims and noticing agent in numerous cases of comparable size in a variety of jurisdictions, such as: In re Allied Sys. Holdings, Inc., Case No. 12-11654 (Bankr D. Del. June 12, 2012), In re Perkins & Marie Callender's Inc., Case No. 11-11795 (Bankr. D. Del. June 14, 2011); In re Innkeepers USA Trust, Case No. 10-13800 (Bankr. S.D.N.Y. July 19, 2010); In re AGT Crunch Acquisition, LLC, Case No. 09-12889 (Bankr. S.D.N.Y., May 6, 2009); In re Pacific Energy Res., Ltd., Case No. 09-10785 (Bankr. D. Del. Mar. 10, 2009); In re Estate Fin. Mortgage Fund LLC, Case No. 08-11535 (Bankr. C.D. Cal. Oct. 8, 2008); In re Mervyn's Holdings, LLC, et al., Case No. 08-11586 (Bankr. D. Del. July 29, 2008); In re ComUnity Lending, Inc., Case No. 08-50030 (Bankr. N.D. Cal. Jan. 22, 2008); In re Refco Commodity Mgmt., Inc., Case No. 06-12436 (Bankr. S.D.N.Y. Nov. 15, 2006); In re Owens Corning Sales, LLC, Case No. 00-3837 (Bankr. D. Del. Oct. 5, 2000). 5. Rust Omni represents, among other things, that: Capitalized terms not otherwise defmed herein shall have the meaning ascribed thereto in the Application. 01:12213634.3 a. Rust Omni is not a creditor of the Debtor; b. Rust Omni will not consider itself employed by the United States government and shall not seek any compensation from the United States government in its capacity as an agent in this chapter 11 case; c. by accepting employment in this chapter 11 case, Rust Omni waives any rights to receive compensation from the United States government; d. in its capacity as the agent in this chapter 11 case, Rust Omni will not be an agent of the United States and will not act on behalf of the United States; e. in its capacity as the agent in this chapter 11 case, Rust Omni will not misrepresent any fact to any person; f. Rust Omni will not employ any past or present employees of the Debtor in connection with its work as the agent in this chapter 11 case; g. Rust Omni shall be under the supervision and control of the Clerk's Office with respect to the receipt and recordation of claims and claim transfers; and h. none of the services provided by Rust Omni as agent shall be at the expense of the Clerk's Office. 6. The Debtor has many creditors, and accordingly, Rust Omni may have rendered and may continue to render services to certain of these creditors in matters umelated to this case, either as vendors or in cases where Rust Omni serves in a neutral capacity as a bankruptcy claims and noticing agent or class action settlement administrator. Rust Omni has not and will not represent the separate interest of any such creditor in this case. To the best of my knowledge, neither Rust Omni, nor any of its professional personnel, has any relationship with the Debtor that would impair Rust Omni's ability to perform claims and noticing services. Rust Omni has working relationships with certain of the professionals retained by the Debtor and other parties herein, but such relationships are completely umelated to the Debtor's case. In addition, Rust Omni personnel may have relationships with some of the Debtor's creditors. Such relationships are, however, of a personal, financial nature and are wholly umelated to the Debtor's case. Rust Omni has and will continue to represent clients in matters umelated to the Debtor's case and has 01:12213634.3 had and will continue to have relationships in the ordinary course of its business with certain vendors and professionals in connection with matters umelated to this case. 7. To the best of my knowledge and except as provided herein, Rust Omni neither holds nor represents any interest materially adverse to the Debtor's estate in connection with any matter on which it would be employed and that it is a "disinterested person," as that term is defined in section 101(14) of the Bankruptcy Code, as modified by section 1107(b). Rust Omni will supplement its disclosure to the Court if any facts or circumstances are discovered that require additional disclosure. 8. In performing the services set forth in the Application, Rust Omni will charge the Debtor the rates set forth in the Engagement Agreement. 9. Prior to the Petition Date, Rust Omni received a retainer totaling $15,000 for services to be performed for the Debtor. Rust Omni has applied these funds to amounts due for services rendered and expenses incurred prior to the Petition Date. 01:12213634.3 10. Rust Omni will comply with all requests of the Clerk's Office and the guidelines promulgated by the Judicial Conference of the United States for the implementation of28 U.S.C. 156(c). I declare under penalty of peljury pursuant to 28 U.S.C. 1746 that the foregoing is true and correct. Dated: 01:12213634.3 EXHIBITB Engagement Agreement 01:12213634.3 June 20,2012 DI/JJ L. h{alr.--rT) J IL. Ghief Finaneial-Q;l;ioor C.. CD CordilleraGolfClub; LLC 01:12215383.2. 101 Legends Drive Edwards, co 81632 DearMr. Wilhelm: Re: Rust Omlii Management Group -Retention letter This letter (the "Agreement'') will aclmowledge that you have requested Rust Consulting Rust Omni Barikluptcy ("Rust Omni'') to provide serv'ices to Cordillera Golf Club, LLC ("CGC" or. the "Company") in preparation of, and in connection with, the Company's anticipated chapter 11 filing. Rust Omni will make its.eif available to the Company, as requested, for the purposes of assisting the Co1npany With pre- and post.:. petition case administration fuattets including preparation and management of the creditor matrix, of schedules of aSsets and liabilities and statement of affairs, claims management, noticing, plan solicitation and tabulation, distribution, the d,evelopthent and maintenance ofah infotmational website and any other services as may be requested by the Company, The services to he rendered by Rust Omni will be billed at our normal hl'>urlyrates which range from $25,00 to $195.00 per hour. as per the attached rate sheet. Rates are adjusted annually on January 2nd of each year, and are subjectto increases not to exceed ten (10%) percentper annum. Increases greaterthan teil (10%) petcentperannUinwill be discussed. With you, and be subject to your ptior before becdiriing effective. Fot all such services rendered, we requite a $15,000 deposit, which sttch deposit must be replenished immediately prior to the Corrll:nencemeht ofthe chapter 11 proceedings. All charges will be 011 a to po1tal basis plus out-of-pocket expenses. Rust Omni shall compensated on a monthly basis for those servjces perfonned by Rust Onmi during the preceding month. Invoices are payable upon submission. 01:12215383.2 Patrick Wilhelm June 20, 2012 Page2 Each of Rust Omni and the Company, on behalf of themselves and their respective employees, agents, professionals and representatives, agrees to keep confidential all non-public records, systems, procedures, software and other infotmation received from the other party in connection with the services provided under this Agreement; provided, however, that if either party reasonably believes that it is required to produce any such information by order of any governmental agency or other regulatory body it may, upon not less than five (5) business days' written notice to the other party, release the required information. The parties understand that the software programs and other materials furnished by Rust Omni pursuant to this Agreement and/or developed during the course of this Agreement by Rust Omni are the sole property of Rust Omni. The term "program" shall include, without limitation, data processing programs, specifications, applications, routines, and documentation. The Company's agree not to copy or permit others to copy the source code from the support software or any other programs or materials furnished pursuant to this Agreement. The Company's further agree that any ideas, concepts, know-how or techniques relating to data processing or Rust Omni's performance of its services developed during the course of its Agreement by Rust Omni shall be the exclusive property of Rust Omni. Upon the Company's' request at any time or times while this Agreement is in effect, Rust Omni shall immediately deliver to the Company's and/or the Company's' retained professionals, at the Company's' expense, any or all of the non-proprietary data and records held by Rust Omni pursuant to this Agreement, in the form requested by the Company's. The Debtors shall indemnify and hold Rust Omni harmless (the "Indemnification Agreement"): a. Subject to the provisions of subparagraphs (c) and (d) below, the Debtors shall indemnifY Rust Omni for any claim arising from, related to or in connection with their performance of the services described in this Agreement; 01:12215383.2 Patrick Wilhelm June 20,2012 Page3 b. Rust Omni shall not be entitled to indemnification, contribution or reimbursement for services other than the services to be provided under this Agreement, unless such services and the indemnification, contribution or reimbursement therefore are approved by the Court; c. Notwithstanding anything to the contrary in this Agreement, the Debtors shall have no obligation to indemnify any person, or provide contribution or reimbursement to any person, for any claim or expense that is either (i) judicially determined (the determination having become final) to have arisen primarily from that person's gross negligence or willful misconduct; (ii) for a contractual dispute in which the Debtors allege breach of Rust Omni's contractual obligations under this Agreement unless the Court determines that indemnification, contribution or reimbursement would be permissible pursuant to In re United Artists Theatre Co., 315 F.3d 217 (3d Cir. 2003); or (iii) settled prior to a judicial determination as to that person's gross negligence or willful misconduct, but determined by this Court, after notice and a hearing, to be a claim or expense for which that person should not receive indemnity, contribution, or reimbursement under the tenns of the Indemnification Agreement as modified by the Debtors' application seeking to approve this Agreement (the "Application") and any order of this Court approving the Application; d. If, before the earlier of (i) the entry of an order confirming a chapter 11 plan in the Chapter 11 Cases (that order having become a final order no longer subject to appeal) and (ii) the entry of an order closing the Chapter ll Cases, Rust Omni believes that it is entitled to the payment of any amounts by the Debtors on account of the Debtors' indemnification, contribution and/or reimbursement obligations under the Indemnification Agreement (as modified by the Application and any order of this Court approving the Application), including without limitation the advancement of defense costs, Rust Onmi must file an 01:12215383.2 Patrick Wilhelm June 20, 2012 Page4 application befere this Court, and the Debtors may not pay any .such amou.Ilts bef0re the entry of an order by tbis Court approving the payi.Tieht. This subparagraph (d) is intended only to specify the period of time under which the court shall havejutisdiction over any request for fees and expenses for indemnification, conhibution or reiilibursenierit, ancl not a provision limiting the duration of the Debtors' obligation to indefui:lify Rust Otnnl. This Agreement is terminable at will by the parties hereto upon thirty (30) days written notice. In the event that this Agreement is term:inated, regardless of the reason for such termination, Rust Omni shall cooperate with the Company'$ to mainta.ih an orderly transfer of all records; data and information and record keeping functions; and shall provide aU necessary staff, serVices and assistance requil:ed for an orderly transfer, The Company's agree to pay for such services in accordance with Rust Omni' s then existing prices for such services. Please aclmowledge the above by signing and retutlling a copy of this letter. Shmild you have any questions regarding the above, please do not hesitate to call me. Enc. cc: Christopher Celentino Joseph Barry EI'ic Schwarz Date:, _______ _ Sincerely, Brian Osborne By: RUST CONSUL TING/OMNI BANKRUPTCY www.omnimgt.com 2012 Rate Sheet HOURLY RATES FOR STANDARD AND CUSTOM SERVICES RATE/COST Senior Consultants $195.00 per hour Consultants $125-$175 per hour Project Specialists $67.50-$125.00 per hour Programming $117.00- $157.50 per hour Clerical Support/Quality Assurance $25.00- $67.50 per hour PRINTING AND NOTICING SERVICES Copy $.08 per image Document folding and insertion No Charge Labels/Envelope Printing $.035 each E-mail noticing $50.00 per 1,000 Certified Email Quote upon request Facsimile noticing $.10/image Postage At cost (Advance payment required for postage charges over $10,000) Envelopes Varies by size NEWSPAPER LEGAL NOTICE PUBLISHING Coordinate and Publish Legal Notice Quote prior to publishing CLAIMS MANAGEMENT Inputting proofs of claim $1.50 per claim (These are flat rate charges; no hourly rates are applied to the inputting of claims) Scanning $.10/image Remote Internet Access for claims management Setup No charge Access $250 per month, unlimited users CREDITOR DATABASE Under 10,000 records - No charge, Over 10,000 records- .05 per record, Data Storage Over 100,000 records- .04 per record Per Image Storage No charge INFORMATIONAL WEBSITE Creation, configuration and initial setup No charge Data entryfinformation updates $75.00 per hour Programming and customization $117-$157.50 per hour Debtor Website Hosting No charge Committee Website Hosting No charge Scanning $.10/image VIRTUAL DATA ROOMS Quote upon request CALL CENTERS I DEDICATED LINE Creation, configuration and initial setup No charge Hosting Fee $5.50 per month Usage $.0825 per minute Service rates (actual talk and log-entry time) $67.50 per hour CASE DOCKET/CLAIMS REGISTER No charge SOLICITATION AND TABULATION Plan and Disclosure Statement Mailings Quoted prior to printing Ballot Tabulation Standard hourly rates apply SCHEDULES/SoFA Preparation and updating of Schedules and SoFAs $58.50 - $195.00 per hour PRE-PETITION CONSULTING SERVICES (e.g., preparation of cash flow, analysis of cash management system, evaluation of insurance coverage, assist with payroll, assist procurement and distribution of cashiers checks) Standard hourly rates apply 1 of 2 RUST CONSUL TING/OMNI BANKRUPTCY www.omnimgt. com 2012 Rate Sheet UST REPORTING COMPLIANCE Standard hourly rates apply (e.g., assist debtors to meet satisfy jurisdicational requirements, preparation of monthly operating and post-confirmation reports) LIQUIDATING/DISBURSING AGENT Standard hourly rates apply (e.g., comply with Plan requirements, preparation of disbursement reports, payout calculations, check generation, bank reconciliations) MISCELLANEOUS Telephone charges At cost Delivery At cost Archival DVD/CD-Rom $40.00 per copy REAL TIME REPORTS Claims Dashboard No charge Claim Reports $25.00 Solicitation Dashboard No charge Tabulation Dashboard No charge Solicitation Reports $25.00 Service List Manager $0.05 per party, per generated list 2 of2 Omni Management Group, LLC Claims & Noticing Agent Proposal SERVICES PRICING DESCRIPTION OF SERVICES PRE-PETITION SERVICES General Preparations Hourly rates $25-$195 per Meet with the debtors and professionals to facilitate gathering of information and to determine hour responsible parties Pre-petition Preparations (Interface with client, attorneys and Included Frequent communication with debtors and professionals to organize the data into its appropriate estate professionals re familiarization of case requirements categories for use in the Consolidated Matrix, Consolidated List of 20 - 50 Unsecured Creditors, First and Omni's preparations) Day Motion Exlubits and Service Lists. Preparation of Consolidated Mailing Matrix Included Available for any other required administrative tasks Preparation of Consolidated List of Unsecured Creditors Included Preparation of First Dav Lists Included Assist preparation of First Day Motion Exhibits (Utilities, Included etc.) Assist with any requested administrative items Included POST PETITION SERVICES - Potential To All Matrix Parties Apply USPS best practices to prepare service lists including Master Mailing Matrix Examples include: Common sizes/prices Cleanse mailing lists of bad or incomplete addresses while correcting addresses and completing zip include: codes (including insertion of additional4 digit postal stop codes) 34\(a) Notice with POC form Omni will further create service lists organized by the eight (8) different domestic portal zones and Notice of Motion to Limit Notice Two-sided notices = approx. international zones $0.7&/notice (including Search for duplicates within the master list and remove both exact and non-exact duplicate addresses (reduces return mail and service to bad and incomplete addresses, thereby reducing the cost of envelope, postage to bare minimwn for first class mail) reoroduction and labor) Bar Date Notice Notice ofDisclosure Statement notices = approx. $0.&6 per notice Confirmation Hearing Notice Compromises of Controversy Four-sided notices= approx. $0.94 per notice. N orice of Final Decree Same USPS best practices, as described above, for everyday noticing service Limited Partv Mailin.-s Cognizant of cost and time efficiencies for emergency and everyday mailings, Omni uses Email or Examples include: First Day Motions (Including Fax, Email, First Class Email $50 per Facsimile service whenever available and authorized and Overnight Expenses) 1000 parties Complete capability to handle mass overnight mail requests as well as facsimile requests Ongoing Sen-ices (Entered Orders, Additional Motions West coast mail facilities to provide latest possible deadlines for mailing services & Notices, Objections, etc.) Plan Solicitation Packages Omni Management Group, LLC Claims & Noticing Agent Proposal SERVICES PRICING Notice Administration Services Service Address maintenance, return mail and mail to be Rates of$25.00- $67.50 per forwarded hour Updating (Ongoing) and File (Quarterly) Amended Master Rates of$58.50- $135 per Mailing Matrix hour Publication Notices (sale notice, bar date & plan notice) At cost Schedules and SOFA's Preparation of Schedules and SOP A's for debtors Rates of$25.00- $195 per hour Amendments to Schedules and SOFA's as necessary Rates of$25.00 -$195 per hour Claims Manae:ement Claims Inputting $1.50 per claim flat rate (i.e. 1 no hourly mte imposed in addition to inputting charge) Scan Claims $0.12/image Creditor Contact and Miscellaneous Rates of$25.00- $135.00 Services per hour Assist with Claims Reconciliation (Reports, Exhibits, Service Rates of $58.50- $195 Lists) Process claim transfers and assignments Rates of$58.50- $195 per hour DESCRIPTION OF SERVICES Track and record all returned mail Work with debtors to correct any return mail deficiencies and eliminate repeat mailings .. Return mail parties can appear as strike through addresses on appropriate docmnent service lists with a footnote of their deficient address status Update Master Mailing list and other applicable service lists on periodic basis Omni uses a publication service which obtains volume discount pricing and has greater fle:xtbility with ublication deadlines Educate debtors regarding requirements and information necessary to complete Schedules/SoFA Compile and convert data to required Court formats Guide debtors tlu-ough process and available to provide on-site help as needed Frequent communication with debtors and professionals apprising them of progress and timing Maintain calendar to provide multiple drafts of the documents for review and comment by all All claim information entered into claims management database providing data to public Claims Register and Omni 1 s proprietary claims database Scan all proofs of claim (available to the public via the debtors website and to professionals through their secure database access) Secure database provides access to aU claims management information and tools Create Claims Workbook with Jive hyperlinks to assist reconciliation process o Al1ows for instant access to any claim without leaving workbook o All work product within workbook can a1so be imported into Omni's database for future use and sharing with other professionals Provide Claim Reconciliation Worksheets, Claim Resolution Reports, Claim Objection Exhibits and Service Lists o Omni systems are built to allow the debtor and/or professionals to perform the reconciliation SERVICES Plan Solicitation Services include: Prepare Plan Ballot Analysis including claimant detail Create Individualized Ballots Ballot Tabulation Tabulation Declaration Website. Data and Database Access Website Creation Debtor's Website Hosting Website Updates Maintain Court Docket Creditors' Corrunittee Website Creation Creditors' Committee Website Hosting Website Customization {Adding Video, Images, etc.) Monthly Data Storage (.07 per creditor) Database Access 800 Call Center Creation configuration aod initial setup Hosting Fee ($5.50 per month for 12 months) Usage (.0825 per minute based on I 000-2,000 minutes) Operator rates (actual talk and log-entry time) Virtual Data Room Omni Management Group, LLC Claims & Noticing Agent Proposal PRICING DESCRIPTION OF SERVICES With debtors and professionals, use information in claim database to prepare Plan Ballot Analysis ("PBA 11 ) based on the proposed classes in Disclosure Statement Rates of$85.50- $195 o PBA provides detailed breakdown by claimant and amount of each c1ass of voting and non-voting claimants Rate of$135- $175 per o Also includes documents to be served upon each voting and non-voting class, bout Create complex mailing analysis to ensure that production, postal zoning and shipping costs are Rates o$58.50- $195 per properly managed to ensure accuracy and reduce costs hout Significant experience dealing with public equity/debt issues for service of plan solicitation packages Rates of$135- $195 per Work with Debtor, transfer agent, the DTC and Street Name Brokerages to ensure that all relevant hour parties arc identified and served with the appropriate docwnentation in a timely manner Customized plan ballots increases accuracy and reduces balloting errors .. Informative, and easily customizable debtor and committee websites No No charge Provide relevant case information, professional contact information, critical documents, complete $67.50- $85.50 per hour No charge Court Dockets, Claims Dockets, debtor communications, claim forms, case calendars, court links, No charge direct creditor inquiry contact capability and more $117- $157.50 per hour Updated and customized in minutes Under 10,000 records- No charge, Creditors' Committee websitgs developed and hosted at no charge (except customization, if Over 10,000 records- $0.05 requested) per record, Over 100,000 records- o Single database provides information to both web sites, thereby reducing costs $0.04 perrecord $250 per month, unlimited users 800 Call Center Services for all levels of creditor inquiries No Charge Live personnel or voicemail capable $5.50 per month o (i) Work with script-directed materials using the specific instruction provided, (ii) simply take a .0825 per minute message, or (iii) provide a voicemail box which can be transcribed into a call log and/or accessed by $67.50 per hour the Debtor Quoted upon request Omni's proprietary technology provides for a user-friendly, web-based virtual file room that EXHIBIT C Order 01:12213634.3 In re: IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE Chapter 11 Cordillera Golf Club, LLC, 1 dba The Club at Cordillera Case No. 12-11893 ( ~ _ ~ ) Ref. Docket No.: Debtor. ORDER GRANTING DEBTOR'S APPLICATION FOR AN ORDER AUTHORIZING AND APPROVING THE APPOINTMENT OF RUST CONSUL TING/OMNI BANKRUPTCY AS CLAIMS AND NOTICING AGENT PURSUANT TO 28 U.S.C. 156(c), SECTION 105(a) OF THE BANKRUPTCY CODE, AND LOCAL RULE 2002-l(f) Upon the application (the "Application"i of the debtor and debtor-in-possession in the above-captioned case (the "Debtor") for entry of an order authorizing and approving the retention and appointment of Rust Consulting/Omni Bankruptcy ("Rust Omni") as claims and noticing agent under 28 U.S.C. 156(c), section 105(a) of the Bankruptcy Code and Local Rule 2002-1(f) to, among other things, (i) distribute required notices to parties in interest, (ii) receive, maintain, docket, and otherwise administer the proofs of claim filed in the Debtor's case, and (iii) provide such other noticing, claims, and administrative services-as required by the Debtor-that would fall within the purview of services to be provided by the Clerk's Office; and upon consideration of the Application and all pleadings related thereto, including the First Day Declaration and the Deutch Declaration; and due and proper notice of this Application having been given; and it appearing that no other or further notice is required; and it appearing that the Court has jurisdiction to consider the Application in accordance with 28 U.S.C. 157 and 1334; and it appearing that this is a core proceeding pursuant to 28 U.S.C. 157(b)(2); and it appearing 1 The Debtor in this chapter 11 case, and the last four digits of its employer tax identification number, is: XX- XXX1317. The corporate headquarters address for the Debtor is 97 Main Street, Suite E202, Edwards, CO 81632. 2 Capitalized terms not otherwise defmed herein shall have the meanings ascribed to such terms in the Application. 01:12213634.3 that venue ofthis proceeding and this Application is proper pursuant to 28 U.S.C. 1408 and 1409; and it appearing that the relief requested is in the best interest of the Debtor, its estate, and creditors and after due deliberation, and sufficient cause appearing therefor, IT IS HEREBY ORDERED THAT: 1. The Application is GRANTED. 2. The Debtor is authorized to retain Rust Ornni as Claims and Noticing Agent effective as of the Petition Date under the terms of the Engagement Agreement, and Rust Ornni is authorized and directed to perform the Claims and Noticing Services as set forth in the Application. 3. Rust Omni shall serve as the custodian of court records, is designated as the authorized repository for all proofs of claim filed in this case, and is authorized and directed to maintain the official claims register for the Debtor and to provide the Clerk with a certified duplicate thereof upon the request of the Clerk. 4. Rust Ornni is authorized and directed to obtain a post office box or address for the receipt of proofs of claim. 5. Rust Omni is authorized to take any such other action to comply with the Claims and Noticing Services and related duties set forth in the Application and the Engagement Agreement. 6. Pursuant to section 503(b)(1)(A) of the Bankruptcy Code, the fees and expenses ofRust Omni shall be administrative expenses of the Debtor's estate, and the Debtor is authorized to pay Rust Omni's fees and expenses for Claims and Noticing Services, as set forth in the Engagement Agreement and in the ordinary course of business, without further Court order and without the necessity of Rust Ornni filing fee applications with this Court. 2 7. Rust Omni shall maintain records of all services showing dates, categories of services, fees charged, and expenses incurred and shall serve monthly invoices on the Debtor, the Office of the United States Trustee, counsel for the Debtor, counsel for any official committee, if any, and any party-in-interest who specifically requests service of the monthly invoices. 8. Rust Omni may apply its retainer to all prepetition invoices, which retainer shall be replenished to the original retainer amount, and, thereafter, Rust Omni may hold its retainer under the Engagement Agreement during this chapter 11 case as security for the payment of fees and expenses incurred in relation to the Claims and Noticing Services. 9. Parties shall meet and confer in an attempt to resolve any dispute that may arise relating to the Engagement Agreement or monthly invoices, and the parties may seek resolution of the matter from the Court if resolution is not achieved. 10. The Debtor shall indemnifY Rust Omni under the terms of the Engagement Agreement, provided, however, that Rust Omni shall not be entitled to indemnification, contribution, or reimbursement pursuant to the Engagement Agreement for services other than the services provided under the Engagement Agreement, the Application, and this Order unless such additional services and the indemnification, contribution, or reimbursement therefore are approved by the Court. 11. Notwithstanding anything to the contrary in the Engagement Agreement, the Debtor shall have no obligation to indemnifY Rust Omni, or provide contribution or reimbursement to Rust Omni, for any claim or expense that is: (i) judicially determined (the determination having become final and no longer subject to appeal) to have arisen from Rust Omni's gross negligence, willful misconduct, or fraud; (ii) for a contractual dispute in which the Debtor alleges the breach of Rust Omni's contractual obligations if the Court determines that 3 indemnification, contribution, or reimbursement would not be permissible pursuant to In re United Artists Theatre Co., 315 F .3d 217 (3d Cir. 2003 ), or (iii) settled prior to a judicial determination under (i) or (ii) but determined by this Court, after notice and a hearing, to be a claim or expense for which Rust Omni should not receive indemnity, contribution, or reimbursement under the terms of the Engagement Agreement, as modified by this Order. 12. If, before the earlier of (i) the entry of an order confirming a chapter 11 plan in this case (that order having become a final order no longer subject to appeal) or (ii) the entry of an order closing this case, Rust Omni believes that it is entitled to the payment of any amounts by the Debtor on account of the Debtor's indemnification, contribution, and/or reimbursement obligations under the Engagement Agreement (as modified by this Order), including without limitation the advancement of defense costs, Rust Omni must file an application for such amounts in this Court, and the Debtor may not pay any such amounts to Rust Omni before the entry of an order by this Court approving the payment. This paragraph is intended only to specify the period of time under which the Court shall have jurisdiction over any request for fees and expenses by Rust Omni for indemnification, contribution, or reimbursement and not a provision limiting the duration of the Debtor's obligation to indemnify Rust Omni. All parties in interest shall retain the right to object to any demand by Rust Omni for indemnification, contribution, or reimbursement. 13. In the event Rust Omni is unable to provide the Claims and Noticing Services set out in the Application, Rust Omni will immediately notify the Clerk and Debtor's counsel and cause to have all original proofs of claim and relevant creditor information turned over to another claims and noticing agent with the advice and consent of the Clerk and Debtor's counsel. 4 14. The Debtor may submit a separate retention application, pursuant to section 327 of the Bankruptcy Code and/or any applicable law, for work that is to be performed pursuant to the Engagement Agreement by Rust Omni that is not specifically authorized by this Order. 15. The Debtor and Rust Omni are authorized to take all actions necessary to effectuate the relief granted pursuant to this Order in accordance with the Application. 16. The Court retains jurisdiction with respect to all matters arising from or related to the implementation and enforcement of this Order and the Engagement Agreement. 1 7. Rust Omni shall not cease providing claims processing services during the case for any reason, including nonpayment, without an order of the Court. 18. In the event of any inconsistency between the Engagement Agreement, the Application, and this Order, this Order shall govern. Dated: Wilmington, Delaware June , 2012 United States Bankruptcy Judge 5
Order Confirming Joint Plan of Liquidation of The Debtors and The Official Committee of Unsecured Creditors Pursuant To Chapter 11 of The Bankruptcy Code